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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 16, 2024
Solid Power, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-40284 | 86-1888095 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
486 S. Pierce Avenue, Suite E Louisville, Colorado |
80027 | |
| (Address of principal executive offices) | (Zip code) |
(303) 219-0720
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common stock, par value $0.0001 per share | SLDP | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | SLDPW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 16, 2024, Solid Power Operating, Inc., a wholly owned subsidiary of Solid Power, Inc. (collectively, the “Company”), and Ford Motor Company (“Ford”) entered into a Third Amendment to Joint Development Agreement (the “Third Amendment”). The Company and Ford previously entered into a Joint Development Agreement, dated December 28, 2018 (as modified on May 5, 2021 and June 30, 2023, the “JDA”). Pursuant to the terms of the Third Amendment, the Company and Ford agreed to (i) extend the term of the JDA to December 31, 2025 and (ii) revise certain deliverables and the schedule for delivery to Ford during the term of the JDA.
The foregoing description of the Third Amendment is qualified in its entirety by the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
See the Exhibit index below, which is incorporated herein by reference.
| Exhibit No. |
Description | |
| 10.1± | Third Amendment to Joint Development Agreement, dated December 16, 2024, between Solid Power Operating, Inc. and Ford Motor Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| ± | Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: December 17, 2024
| SOLID POWER, INC. | |||
| By: | /s/ James Liebscher | ||
| Name: | James Liebscher | ||
| Title: | Chief Legal Officer and Secretary | ||
Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
Third Amendment to Joint Development Agreement
This Third Amendment (“Third Amendment”) to the Joint Development Agreement effective December 28, 2018 (“Original JDA”) and modified by the Series B Preferred Stock Financing Letter dated May 5, 2021 (“Financing Letter”), and by the Second Amendment to Joint Development Agreement, dated June 30, 2023 (“Second Amendment,” and together with the Original JDA, Financing Letter, and this Third Amendment, the “JDA”) is by and between Ford Motor Company, located at One American Road, Dearborn, MI 48126 (“Ford”) and Solid Power Operating, Inc., located at 486 S. Pierce Avenue, Suite E, Louisville, CO 80027 (“Solid Power”). Ford and Solid Power may be referred to individually as a “Party” or collectively as the “Parties,” as the context requires. This Third Amendment is effective as of the date of the last party to sign.
RECITALS
WHEREAS, the initial termination date of the JDA was December 31, 2020; and
WHEREAS, the JDA termination date was extended to June 30, 2023, in the last sentence of Section 1 of the Financing Letter; and
WHEREAS, the JDA termination date was extended to December 31, 2024, in the Second Amendment; and
WHEREAS, the Parties would like to further extend the JDA termination date to December 31, 2025; and
WHEREAS, the Parties have discussed and agreed on a schedule for certain deliverables by Solid Power during the extended period of the JDA, and
WHEREAS, the Parties now seek to amend the JDA in accordance with these objectives.
NOW, THEREFORE, BE IT RESOLVED that:
| 1. | The termination date in Article 7 of the JDA is extended to December 31, 2025, at no additional cost to Ford. |
| 2. | The deliverable timelines and materials quantities outlined Section 2 of the Second Amendment are replaced with Exhibit A attached hereto. |
| 3. | The hardware designated for [* * *] will be used by Solid Power to [* * *] to be performed/contracted at Solid Power’s expense and with test conditions agreed upon by Ford. |
| 4. | Capitalized terms used but not defined herein shall have the meanings given to such terms in the Original JDA, as modified by the Financing Letter and Second Amendment, as applicable. All other terms and conditions of the JDA remain unchanged, including terms in the Financing Letter applicable to the JDA. |
| 5. | This Third Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. A faxed signature or other electronically transmitted signature (via a .pdf file) on this Third Amendment will have the same legal force and effect as though it were the original of such signature. |
IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be executed by their duly authorized representatives:
| Ford Motor Company | Solid Power Operating, Inc. | ||
| By | /s/ Ted Miller | By | /s/ Linda Heller |
| (Ford Authorized Signature) | (Solid Power Authorized Signature) | ||
| Ted Miller | Linda Heller | ||
| (Printed Name) | (Printed Name) | ||
| Its | Its | ||
| Manager | Chief Financial Officer | ||
| (Ford Signatory’s Title) | (Solid Power Signatory’s Title) | ||
| Date | Dec-06-2024 | Date | December 16, 2024 |
EXHIBIT A
Deliverables Schedule
[* * *]